Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of any required filings under the HSR Act and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and any other third parties as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Mercantile Stores Co Inc)

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Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) prepare and make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and applicable foreign competition Laws with respect to the Transactions and (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of any required filings under the HSR Act and any amendments to any thereof and (ii) including, without limitation, using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and any other third parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and the Merger. In case case, at any time after the Effective Time Time, if any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Radyne Corp), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act Act, any required foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and any other third parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nick Acquisition Corp), Agreement and Plan of Merger (National Education Corp), Agreement and Plan of Merger (National Education Corp)

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Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (and shall cause each of its affiliates to) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws, including the proposed rules issued by the SEC on March 30, 2022 relating to certain aspects of initial public offerings by special purpose acquisition companies and regulations their subsequent business combinations if such proposed rules are adopted by the SEC, as so adopted, or otherwise to consummate and make effective the transactions contemplated by this Agreement Transactions, as soon promptly as practicable, including but not limited to (i) cooperation in the preparation and filing of any required filings under the HSR Act and any amendments to any thereof and (ii) including, without limitation, using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and any other third parties as are to contracts with the Company necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Merger. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action.

Appears in 2 contracts

Samples: Registration Rights Agreement (Golden Arrow Merger Corp.), Business Combination Agreement (Concord Acquisition Corp III)

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